SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: August 28, 2013 Date of earliest event reported: August 27, 2013
MARTHA STEWART LIVING OMNIMEDIA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-15395 | 52-2187059 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||
601 West 26th Street New York, NY | 10001 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(212) 827-8000
Registrant’s telephone number, including area code
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Stockholders of Martha Stewart Living Omnimedia, Inc. (the “Company”) was held on August 27, 2013 (the “Annual Meeting”). As of July 2, 2013, the record date for the Annual Meeting, there were 41,463,479 shares of Class A Common Stock and 25,984,625 shares of Class B Common Stock outstanding, with each share of Class A Common Stock entitled to one vote and each share of Class B Common Stock entitled to ten votes. At the Annual Meeting, shares of Class A and Class B Common Stock representing 282,209,620 votes or approximately 93.7% of the voting power on the record date were represented either in person or by proxy.
Described below are the matters voted upon at the Annual Meeting and the voting results.
Proposal 1: To elect nominees to the Board of Directors for the term as described in the proxy statement of the Company.
The following nominees were elected as directors by the votes indicated below for a term that will expire on the date of the 2014 annual meeting of stockholders, or until their successors are duly elected and qualified.
Directors | Votes For | Votes Withheld | ||
Martha Stewart | 281,202,351 | 1,007,269 | ||
Arlen Kantarian | 280,993,987 | 1,215,633 | ||
William Roskin | 280,957,222 | 1,252,398 | ||
Margaret Smyth | 281,071,807 | 1,137,813 | ||
Daniel Dienst | 281,672,656 | 536,964 | ||
Pierre deVillemejane | 281,669,670 | 539,950 |
Proposal 2: Approval of the material terms of the performance goals that may apply to performance-based awards under the Martha Stewart Living Omnimedia, Inc. Omnibus Stock and Option Compensation Plan.
This proposal was approved by the votes indicated below.
For | Against | Abstain | ||
281,619,437 | 529,382 | 60,801 |
Proposal 3: Advisory vote on compensation of our named executive officers.
This proposal was approved by the votes indicated below.
For | Against | Abstain | ||
278,410,683 | 1,696,828 | 2,102,109 |
Because there were no routine matters to be voted upon at the Annual Meeting, no broker non-votes were recorded for any purpose.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MARTHA STEWART LIVING OMNIMEDIA, INC. | ||||||
| Date: August 28, 2013 | By: | /s/ Daniel Taitz | ||||
Chief Administrative Officer and General Counsel | ||||||
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